Supply terms & conditions.

Term and Conditions for the Supply of Goods (Business and Consumer)

Your Attention is Drawn to the Provisions of Condition 11.

 


1 | Basis of Sale

1.1 These Conditions and the Order are considered by us to set out the whole agreement between you and us for the sale of the Goods. Please check that the details in the Conditions or on the Order are complete and accurate before you commit yourself to the Contract. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by our authorised employees and agents. Please ensure that you read and understand these Conditions before you submit the Order, because you will be bound by the Conditions once the Contract comes into existence with us, in accordance with Condition 1.5.
1.2 Any samples, drawings, descriptions or advertising we issue, and any descriptions or illustrations contained on our website, are issued or published solely to provide you with an approximate idea of the Goods they describe. They do not form part of the Contract or any other contract between you and us for the sale of the Goods.

1.3

If any of these Conditions are inconsistent with any term of the Order, the Order shall prevail.
1.4 The Order is an offer by you to enter into a binding contract, which we are free to accept or decline at our absolute discretion.
1.5 These Conditions shall become binding on you and us when:
1.5.1 We issue you with written acceptance of an Order (“Order Confirmation”); or
1.5.2 we commence processing of your Order; or
1.5.3

we notify you that the Goods are ready;

whichever is the earlier, at which point a Contract shall come into existence between you and us.

1.6 Any quotation for the Goods is given on the basis that a binding contract shall only come into existence in accordance with Condition 1.5. A quotation shall be valid for a period of 30 days from its date of issue, unless we notify you in writing that we have withdrawn it during this period.
1.7 We shall assign an order number to the Order and inform you of it in the Order Confirmation. Please quote the order number in all subsequent correspondence with us relating to the Order.
1.8 Subject at all times to the provisions of Conditions 1.9 and 9.3 below, in addition to those rights expressed elsewhere in these Conditions, you may within 14 working days of placing an Order amend or cancel an Order by providing us with written notice. If you amend or cancel an Order, your liability to us shall be limited to payment to us of all costs we have reasonably incurred in fulfilling the Orders until we received your amendment or cancellation, except that where the amendment or cancellation results from our failure to comply with these Conditions you shall have no liability to us for the cancellation.
1.9 Where an Order is for any Bespoke Products or Special Products and where we agree, notwithstanding the fact that we are not obliged to accept, to cancel an Order at your written request, you shall be continue to be liable to us for the price of such Bespoke Products or Special Products in full and where payment of the price has been made in accordance with Condition 3 we shall be under no obligation to refund the price for such Bespoke Products or Special Products to you and shall be entitled to recover any part of the price not yet paid.
1.10 We reserve the right to cancel any Order at any time on written notice to you, without liability to you, where the Goods are no longer available.
1.11 We have the right to revise and amend these Conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities. You will be subject to the Conditions and any notified policies in force at the time of the Order unless any change to these Conditions is required by law or government or regulatory authority (in which case, the changes will apply to Orders you have previously placed that we have not yet fulfilled).
1.12 These Conditions and the Goods are intended for use and purchase by a Customer over the age of 18. In the event that you are not 18 or above then we are not obliged to sell the Goods to you and we reserve to cancel an Order at any time immediately in the event that you believe that you are not over 18 years old, without liability to you or to any third party. Further we shall not be liable to you or any third party in the event that you purchase Goods which legally you are not entitled to when we have used all reasonable endeavours to ascertain that you are over the age of 18.

 


2 | Price

2.1 Subject at all times to Condition 2.2, the price of the Goods and any Additional Charges will be as set out in the quotation we provided to you or, if we have not provided a quotation or the quotation has expired, as set out in the Order Confirmation, or if no price is stated, as set out in our price list in force at the time we confirm your Order. Prices are liable to change at any time, but price changes will not affect Orders that we have confirmed in writing.
2.2 We may, by giving notice to you at any time up to 14 days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
2.2.1 any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
2.2.2 any request by you to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
2.2.3 any delay caused by any of your instructions or your failure to give us adequate or accurate information or instructions.
2.3 If you receive notice from us of a price increase in accordance with Condition 2.2 you may cancel your Order in accordance with Condition 1.8, by giving us notice in writing within 14 days following receipt of our notification to increase the price.
2.4 The price of the Goods includes VAT unless otherwise stated.
2.5 The price of the Goods excludes delivery costs unless otherwise stated, which will be added to the total amount due and shall be due at the same time you pay for the Goods.
2.6 It is always possible that, despite our best efforts, some of the Goods we sell may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that, where the Goods' correct price is less than our stated price, we will charge the lower amount when dispatching the Goods to you. If the Goods' correct price is higher than the price stated in our quotation or price list in force at the time of your Order, we will normally, at our discretion, either contact you for instructions before dispatching the Goods, or reject the Order and tell you. If the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing, we do not have to provide the Goods to you at the incorrect (lower) price.

3 | Payment

3.1 Payment for all Goods and Additional Charges must be made in advance. We accept payment by PayPal, bank transfer, cheque, debit or credit card including American Express.
3.2 Where payment is made by debit or credit card or American Express, we reserve the right to charge you an additional fee of 2.5% of the price of the Goods including any delivery costs.
3.3 If you are contracting in the course of a business, you shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.

4 | Packaging

4.1 The packaging of Goods shall be entirely at our discretion and we shall have the right to pack all Goods in such manner and in such quantities as we think fit and shall not be obliged to comply with any packaging requests or instructions from you unless agreed by us in writing.
4.2 Where it is agreed that we shall package the Goods in a manner requested by you and such packaging is in addition to that normally used by us, then we shall be entitled to charge you for the associated costs as an Additional Charge which shall be payable in accordance with Condition 3.

 


5 | Title and Risk

5.1 The risk in the Goods will pass to you from the time of delivery or from when you collect the Goods from us, as the case may be.
5.2 Ownership of the Goods will only pass to you when we receive payment in full of all sums due for the Goods, including delivery charges.
5.3 Until ownership of the Goods has passed to you in accordance with Condition 5.2, you shall:
5.3.1 hold the Goods on a fiduciary basis as our bailee;
5.3.2 store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
5.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
5.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
5.3.5 notify us immediately if you become subject to any of the events listed in Conditions 12.1.2 to 12.1.5 inclusive;
5.3.6

give us such information relating to the Goods as we may reasonably require from time to time,

but you may resell or use the Goods in the ordinary course of your business.

5.4

If you are contracting in the course of a business and not as a consumer and if before title to the Goods passes to you, you become subject to any of the events listed in Condition 12.1.2 to 12.1.5 inclusive , then, provided that the Goods have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy we may have, we may at any time require you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or the premises of any third party where the Goods are stored in order to recover them.


6 | Delivery

6.1 Your Order will be dispatched by the dispatch date set out in the Order or, if no date is specified, then within 30 days of the date of the Order, or by a date otherwise agreed between you and us, unless there are exceptional circumstances.
6.2 Delivery of the Order shall be completed when we deliver the Goods to you or you collect them from us, as the case may be.
6.3 We will take reasonable steps to meet the dispatch date set out on the Order or as otherwise agreed between us in writing. However, occasionally delivery may be affected by factors beyond our control and so cannot be guaranteed. We will let you know if we become aware of an unexpected delay and will arrange a new delivery date with you.
6.4 Any dates quoted for dispatch are approximate only. We shall not be liable for any delay in dispatch of the Goods that is caused by a Force Nature Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.5 If you fail to take delivery of an Order or fail to collect an Order within 5 Working Days of the date on which we notify you that the Goods are ready, then, except where this failure is caused by our failure to comply with these Conditions or by an event beyond your control:
6.5.1 we may arrange re-delivery of the Goods and may charge you any re-delivery costs we incur in as a result of you failure to take delivery or collect; or
6.5.2 we may store the Goods until delivery takes place and may charge you a reasonable sum currently £30 per calendar day to cover expenses and insurance; and
6.5.3 we shall have no liability to you for late delivery.
6.6 If you have not taken delivery of the Goods within 2 weeks of our notifying you that they are ready, we may, after giving you reasonable prior notice in writing, resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, pay you for any excess over the price of the Goods or charge you for any shortfall below their price.
6.7 If we are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, we reserve the right to deliver the order in installments. We will not charge you extra delivery costs for this. If you ask us to deliver the Order in installments, we may charge you extra delivery costs. Each instalment shall constitute a separate Contract. If we are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other installment.

7 | The Goods

7.1 Where we are not the manufacturer of the Deliverables, we shall use reasonable endeavours to transfer to you the benefit of any warranty or guarantee given to the us.
7.2 Subject to Condition 7.1, we warrant that at the point of delivery the Goods shall:
7.2.1 conform in all material respects with their description and any applicable Specification;
7.2.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
7.2.3 be fit for any purpose we say the Goods are fit for or for any reasonable purpose for which you use the Goods;
7.2.4 be free from material defects in design, material and workmanship; and
7.2.5 comply with all applicable statutory and regulatory requirements for selling the Goods in the United Kingdom.
7.3 Subject to Condition 7.5, if:
7.3.1 you give notice in writing to us within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 7.1; and
7.3.2 we are given a reasonable opportunity of examining such Goods;
7.3.3

you (if asked to do so by us) return such Goods to our place of business at our cost;

we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

7.4

The warranty in Condition 7.2 is in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform with these Conditions. Advice about your legal rights is available from your local Citizens' Advice Bureau or trading standards office.

7.5

The warranty in Condition 7.1 and Condition 7.3 does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the Goods in a way that we do not recommend, your failure to follow our instructions, or any alteration or repair you carry out without our prior written approval.

7.6

We will take reasonable steps to pack the Goods properly and to ensure that you receive your Order in good condition.

7.7

These Conditions apply to any repaired or replacement Goods we supply to you in the unlikely event that the original Goods are faulty or do not otherwise conform with these Conditions.

 


8 | Defective Goods and Returns

8.1 In the unlikely event that the Goods do not conform with these Conditions and in particular the warranty in Condition 7, please let us know as soon as possible after delivery. We will arrange for an engineer to inspect the Goods in the first instance, or collect the Goods on a date agreed between us or ask you to return the Goods to us at our cost. In the event that we determine that the Goods are faulty following investigation by our engineers at your premises or following investigation on return of the Goods to us, we will at our sole discretion:
8.1.1 provide you with a full or partial refund, in accordance with Condition 10; or
8.1.2 replace the Goods; or
8.1.3 repair the Goods.
8.2 These Conditions will apply to any repaired or replacement Goods we supply to you.

9 | Consumer Rights

9.1 Subject to Condition 9.3, if you are contracting as a Distance Consumer or a Home Consumer you may cancel a Contract at any time within 14 Working Days, beginning on the day after you received the Goods. In this case, you will receive a full refund of the price paid for the Goods in accordance with our refunds policy (set out in Condition 10 below).
9.2 To cancel a Contract, you must inform us in writing. If you are a Home Consumer, this may take the form of the Notice of the Right to Cancel, but in any event a notice must contain the information set out in the Notice of the Right to Cancel. You must also return the Goods to us immediately, in the same condition in which you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Goods while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
9.3 If you are a Distance Consumer you will not have any right to cancel a Contract for the supply of any Bespoke Products or Special Products.
9.4 If you are a Home Consumer we will not commence processing of your Order, relating to Bespoke Products and Special Products until the end of the cancellation period as set out in Condition 9.1 unless you confirm in writing that you want us to. If you do request in writing that we commence processing of your Order before the end of the cancellation period set out in Condition 9.1 you will be required to pay for the Bespoke Products and Special Products supplied to you prior to cancellation of the Contract.
9.5 Details of this statutory right, and an explanation of how to exercise it, are provided in the Order Confirmation. This provision does not affect your statutory rights.

10 | Refunds

10.1 When you return Goods to us:
10.1.1 because you have cancelled the Contract in accordance with Condition 9.1 above, we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you have given notice of your cancellation. In this case, we will refund the price of the Goods in full, including the cost of sending the item to you. However, you will be responsible for the cost of returning the item to us;
10.1.2 for any other reason (for instance, because you have notified us in accordance with Condition 1.8 that you do not agree to any change in these Conditions or in any of our policies, or because you claim that the Goods are defective), we will examine the returned Goods and will notify you of your refund within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you that you were entitled to a refund to the defective Goods. Goods returned by you because of a defect, except where the defect arises because you have failed to follow our instructions or the manufacturing instructions (whether oral or in writing) as to the storage, installation, commissioning, proper use and maintenance of the Goods or (if there are none) good trade practice, will be refunded in full, including a refund of the delivery charges for sending the item to you and the cost incurred by you in returning the item. In respect of non-defective Goods we reserve the right to deduct a minimum re-stocking fee of 20% of the price paid for the Goods
10.2 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.

 


11 | Limitation of Liability

11.1 Nothing in these Conditions shall exclude or limit in any way our liability for:
11.1.1 death or personal injury caused by our negligence; or
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
11.1.4 losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or
11.1.5 any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
11.2 Subject to Condition 11.1 and 11.3, if either you or we fail to comply with these Conditions, neither you nor we shall be responsible for any losses that the other suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Conditions.
11.3 Neither we nor you shall be responsible for losses that result from our failure to comply with these Conditions including, but not limited to, losses that fall into the following categories:
11.3.1 loss of income or revenue;
11.3.2 loss of business;
11.3.3 loss of anticipated savings;
11.3.4 loss of data; or
11.3.5 any waste of time and / or cost of labour;

however, this Condition 11.3 shall not prevent claims for foreseeable loss of, or damage to, physical property.

11.4

Subject to Condition 11.3, if you are contracting as a business, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including losses caused by our deliberate personal repudiatory breach shall not exceed 50% of the price of the Goods.


12 | Termination and Consequences of Termination

12.1 Without limiting any other remedies or rights that we may have, we may terminate the Contract at any time by written notice to you and the notice shall take effect as specified in the notice if:
12.1.1 you commit a material breach of any of these Conditions, and (if such a breach is remediable), fail to remedy that breach within 14 days of being notified in writing;
12.1.2 you suspend, or threaten to suspend, payment of your debts or make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
12.1.3 a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of any of your property or assets;
12.1.4 you suspend or cease, or threaten to suspend or cease, to carry on all or a substantial part of your business; or
12.1.5 we reasonably believe that any of the events mentioned above is about to occur and notifies you accordingly.
12.2 For the purposes of Condition 12.1.1, a breach shall be considered capable of remedy if you can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
12.3 We may terminate the Contract if you fail to pay any sum due under the Contract, including any interest accrued, in full cleared funds in accordance with Condition 2 and 3.
12.4 On termination of the Contract for any reason, you shall immediately pay to us any outstanding invoices together with any interest due. We shall submit invoices for any Goods that we have supplied, but for which no invoice has been submitted and you shall pay these invoices immediately on receipt.

 


13 | Force Majeure

13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Conditions that is caused by events outside our reasonable control (“Force Majeure Event”).
13.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
13.1.1 strikes, lock-outs or other industrial action; or
13.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; or
13.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; or
13.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; or
13.2.5 impossibility of the use of public or private telecommunications networks.
13.3 Our obligations under these Conditions are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Conditions can be performed despite the Force Majeure Event. If such circumstances continue for a period of more than 3 months, we may terminate the Contract by written notice to you.

14 | Notices

14.1 All notices sent by you to us must be sent to Bathrooms and Showers Direct at 15-17 Margaret Road, Barnet, EN4 9NR or send an email to us at info@bathroomsandshowersdirect.co.uk. We may give notice to you at either the e-mail or postal address you provide to us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent or 3 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.

15 | General

15.1 You may not transfer any of your rights or obligations under these Conditions to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Conditions to another organisation, but this will not affect your rights under these Conditions.
15.2 Any variation to the Contract, including the introduction of any additional Conditions and conditions shall only be binding when agreed in writing and signed by you and us.
15.3 If any court or competent authority decides that any of the provisions of these Conditions are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining Conditions, which will continue to be valid to the fullest extent permitted by law.
15.4 If we fail, at any time while these Conditions are in force, to insist that you perform any of your obligations under these Conditions, or if we do not exercise any of our rights or remedies under these Conditions, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Conditions shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
15.5 A person who is not party to these Conditions shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
15.6 These Conditions shall be governed by English law and we both agree to the non-exclusive jurisdiction of the English courts.

16 | Definitions and Interpretation

16.1 In these Conditions the following words and expressions shall have the following meanings unless inconsistent with the context:
“Additional Charges” the costs of carriage, any additional packaging, any taxes, duties or other charges levied by any Governmental or authority in respect of or by reason of the sale, delivery, export or import of the Goods, courier and messenger costs and any other additional charges payable by the Customer in addition to the price of the Goods;
“Bespoke Products” the Goods ordered by you that are made to your specification or are clearly personalised;
“Conditions” the terms and conditions set out in this document;
“Contract” the contract between you and us for the sale and purchase of the Goods in accordance with these Conditions which comes into existence in accordance with Condition 1.5;
“Distance Consumer” a consumer contracting at a distance for example by telephone or online (as governed by the Consumer Protection (Distance Selling) Regulations 2000 as amended from time to time);
“Force Majeure Event” shall have the meaning given in Condition 13;
“Goods” the products that we are selling to you as set out in the Order including any Bespoke Products and Special Products;
“Home Consumer” a consumer contracting during a visit by us to your home or place of work or the home of another individual, or during an excursion organised by us away from our business premises (as governed by the Cancellation of Contracts made in a Consumer’s Home or Place of Work etc Regulations 2008 as amended from time to time);
“Notice of the Right to Cancel” the notice given to a Home Consumer at the time you place your Order in accordance with the Cancellation of Contracts made in a Consumer’s Home or Place of Work etc Regulations 2008;
“Order” your order for the Goods as set out in your purchase order form, your written acceptance of our quotation, the order confirmation, or overleaf as the case may be;
“Order Confirmation” shall have the meaning set out in Condition 1.5;
“our”, “us” and “we” Fayers Building and Plumbing Supplies trading as “Bathrooms and Showers Direct” a company registered in England and Wales with company number 00187552; VAT number 856391984 whose registered office is at 15-17 Margaret Road, Barnet, EN4 9NR, UK – England and Wales
“Special Products” the Goods ordered by you which are not stocked by us and have to be placed on special order by us;
“Specification” any specification for the Goods, including any plans and drawings, supplied to us by you, or produced by us and agreed by you in writing;
“Working Day” a day (other than a Saturday, Sunday or public holiday in England) when the banks are open for business; and
“you” and “your” the person that has accepted these Conditions including Distance Consumers and Home Consumers.
16.2 References to any statute or statutory provision include, unless the context otherwise requires, a reference to the statute or statutory provision as modified or re-enacted and in force from time to time and any subordinate legislation made from time to time under the relevant statute or statutory provision.
16.3 References to “persons” include natural persons, firms, partnerships, companies, corporations, associations and organisations, (in each case whether or not having separate legal personality).
16.4 Use of any gender includes the other genders.
16.5 Words in singular include the plural and words in the plural include the singular.
16.6 Any reference to “writing”, “written” or any other cognate expression includes communications by post and email but excludes facsimile and text messages.
16.7 The headings to Conditions do not affect the interpretation of these Conditions.
16.8 Any phrase introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.

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